Bylaws

ARTICLE I. PURPOSE

Fudan University Alumni Association of Greater Los Angeles (“FDAAGLAâ€) consists of the alumni of Fudan University, including those of the Shanghai Medical College, Fudan University (SMCFU). (The alumni of the previous incarnations of the SMCFU, such as the Shanghai Medical University, are also welcome to join).  FDAAGLA is an independent, non-profit, and non-political organization. The purpose of FDAAGLA is to promote friendship, networking and mutual benefit among association members, to provide assistance and support to members in need, and to facilitate information exchange between members and Fudan University.

ARTICLE II. OFFICES

The principal office of FDAAGLA shall be fixed and located at such place as the Board of Directors (the “Boardâ€) shall determine. The Board shall have the full power and authority to change said principal office from one location to another, however, such location is to be within the Greater Los Angeles area, State of California unless the Bylaws of FDAAGLA are amended to authorize such change of location.

ARTICLE III.  MEMBERS

Section 1. Qualifications

1.1   General Member.

Any individual who meets all of the following qualifications may join FDAAGLA as a member:

1. Having studied at Fudan University (degree or certificate program), SMCFU or any of its previous incarnations under various names such as the Shanghai Medical University (degree or certificate program) or High School Affiliated with Fudan University in China, for at least two years; and,
2. Having resided in the Greater Los Angeles area of California for at least one year immediately proceeding the date she/he joins FDAAGLA. For the purposes of the Bylaws, Greater Los Angeles Area is defined to include the following five counties in Southern California: Los Angeles, Orange, Riverside, San Bernardino, and Ventura; and
3. Having paid the membership dues

1.2   Honorary Member.

Any individual, who has made significant contribution to Fudan University or FDAAGLA, with the approval of the simple majority of the Board of Directors of FDAAGLA, may join FDAAGLA as an honorary Member. Honorary Members are eligible for all the benefits available to general members other than the voting power defined under Section 2 of the Bylaws.

1.3   Associate Member.

Any individual who meets all the qualifications under Section 1.1 other than the two year and the residence requirements may join FDAAGLA as an associate member. Associate members are eligible for all the benefits available to general members other than the voting power defined under Section 2 of the Bylaws.

Section 2. Voting Power

Each Member shall be entitled to one vote, which may only be casted in person or electronically. Voting by proxy is not permitted under this subsection. Neither honorary member nor associate member shall have voting power in FDAAGLA.

Section 3. Membership Fee

Each member (general or associate) shall pay $20 for annual membership fee or $200 for lifetime membership fee. A member with active student ID is entitled to free membership.

Section 4.

Membership fee and other fundraising income or donations shall provide the operation budget of FDAAGLA.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Powers and Authorities

Subject to the provisions and limitations imposed by applicable laws, rules and regulations, and subject to the limitations specified in the Articles and the Bylaws of FDAAGLA, the activities and affairs of FDAAGLA shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of activities of FDAAGLA to any person or persons, an executive committee or committees, however composed, provided that the activities and affairs of FDAAGLA shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.  FDAAGLA may also, at the discretion of the Board, elect an executive director of the Board.  The power of the executive director is administrative only, for calling for the meetings and taking care of other administrative tasks.   His or her voting power and other powers as specified in the Bylaws are the same as the other board members.

Section 2. Number of Directors and Voting Power

The authorized number of directors shall be seven (7).   Each director shall only have one vote and may vote in person or by proxy.

Section 3. Election and Terms

1. The seven members of the Board shall serve one two-year term each and may be re-elected for one additional term of two years, and shall be elected from its general membership at the annual meeting in a manner to be determined by the Board and its election committee.  Election shall be held every two years.
2. Directors shall be elected at an annual membership meeting. If directors are not elected at such annual meeting, they may be elected at any regular or special meeting of the Board. Such election shall be run by its election committee. The election committee shall consist of three to five members who will not run for the board position for a term to be approved by the board. The election of directors shall be by a simple majority of votes by hands or ballots.
3. Each director shall take office upon election and shall hold office until expiration of the term for which such director was elected and until a successor has been elected and qualified.

Section 4. Resignation, Removal and Vacancies

1. Subject to applicable laws, rules and regulations, and the terms under the Bylaws, any director may resign effective upon giving written notice to the executive director of the Board, if any, or to the President or Secretary of FDAAGLA, unless such resignation notice specifies a later effective time. However, when the resignation of a director will leave FDAAGLA without a duly elected director in charge of its affairs, then notice shall be given to the California Attorney of General. If the resignation is effective at a future time, a successor may be selected before such time to take office when the resignation becomes effective.
2. The Board may remove a director from office for cause. Cause shall mean any director who has been (i) declared of unsound mind by a final order of court, (ii) convicted of a felony, （iii）have been found by a final order or judgment of a court to have breached any duty under the Bylaws of FDAAGLA, or (iv) for failure to fulfill the duties as a director, including but not limited to, failure to attend more than three (3) board meetings held over the previous 24 months without any legitimate reason. Directors may be involuntarily removed from office before completion of their term only by a two-thirds vote of a quorum of the Board.
3. A vacancy on the Board shall be deemed to exist in the event of the death, resignation or removal of any director. Should a vacancy occur, the Board shall have the power to select a replacement by a simple majority vote of the remaining directors, although less than a quorum, at a regular Board meeting or a special Board meeting. Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been selected and qualified.

Section 5. Annual, Regular and Special Meeting of the Board

Annual meetings of the Board shall take place in the month of March each year at such time as determined by the resolution of the Board. Special meetings of the Board for any purpose or purposes may be called at any time by the executive director of the Board, the President, any Vice President, the Secretary or any two (2) directors. A written notice of special meeting shall be given to all the board members at least one week prior to the scheduled special meeting.  Regular meetings of the Board may be held without call or notice on such dates and at such time as may be fixed by the Board.

Section 6. Quorum

The presence of a simple majority of the Directors shall constitute a quorum for holding a valid Board meeting. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business despite loss of a quorum, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting (or a greater percentage if required by applicable laws, Articles or Bylaws of FDAAGLA).

Section 7. Compensation

Directors shall serve without compensation except that they may be reimbursed with their actual and necessary expenses incurred in performing their duties.

Section 8. Place of Meeting

Meetings of the Board shall be held at any place within or outside the State of California which has been designated from time to time by the Board. In the absence of such designation, meetings shall be held at the principal office of FDAAGLA. Directors may participate in a meeting of the Board, or a committee meeting, through use of a conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Meetings shall be governed by Roberts’ Rules of Order insofar as such rules are not in conflict with the Articles or Bylaws of FDAAGLA.  The agenda for the meeting and minutes of the last meeting with a notice of the time and place of meeting shall be mailed or electronically sent to each Director at least three days prior to the meeting.

Section 9. Notice of Meeting

1. Annual and special meetings of the Board shall be held upon at least one (1) week’s notice by first-class mail or forty-eight (48) hours’ notice given personally or by telephone, telegraph, facsimile, WeChat, electronic mail or other similar means of communication. Such notice shall contain the date, time and place of meeting and the agenda of business to be discussed at such meeting.
2. Any such notice shall be addressed or delivered to each director at such director’s address as shown in the records of FDAAGLA or as may have been given to FDAAGLA by the director for the purposes of notice, or, if such address is not contained in FDAAGLA’s records or is not readily ascertainable, at the place where the meetings of the directors are regularly held.
3. Notice by mail shall be deemed to have been given at the time a written notice is deposited with the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time when it is personably delivered to the recipient or is delivered to a common carried for transmission, or is actually transmitted by the person giving notice via electronic means, to the recipient.
4. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to hold the meeting or approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with FDAAGLA’s corporate records or made a part of the minutes of the meeting.

Section 10. Adjournment

A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, reasonable notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 11. Action without Meeting

1. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same force and effect as any other validly approved action of the Board and shall be filed with the minutes of the proceedings of the Board.
2.  Directors may consent, vote or otherwise take action under this Section 11 by a signed document transmitted by mail, messenger, courier, facsimile or any other reasonable method satisfactory by the Chairperson of the Board.

Section 12. Rights of Inspection

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of FDAAGLA.

Section 13. Chairperson of the Board

The board of directors shall select the chairperson of the board based upon the vote of simple majority of the board.  The chairperson’s term is two years and one can serve no more than two terms.  The chairperson shall coordinate, supervise and operate the business of the board.

Section 14. Responsibilities of the Board

The responsibilities of the board are:

1. Open and maintain an association WEB page on the Internet.
2. Edit and maintain a membership roster.
3. Plan and organize association activities.  The board shall at least organize one social activity annually.
4. Coordinate communication with other Fudan alumni and alumni associations around the world.
5. Control over the budget, and provide regular financial statement to members.
6. Develop memberships among all Fudan alumni residing in the Greater Los Angeles area.
7. Plan and organize the elections of the board and officers of the association.

ARTICLE V. OFFICERS

Section 1. Officers

Officers of FDAAGLA shall consist of one President, one Secretary, and one Treasurer, four Vice Presidents. No person may serve concurrently as President and Treasurer. Officers shall be selected from the Directors of the Board, by a vote of the simple majority of the Board. Offices will be limited to two-year terms on the same position. The Board may appoint other officers or agents as it may deem desirable, and shall define their term, authority, and duty.

Section 2. President

The President shall be the chief executive officer of the FDAAGLA and shall, subject to the supervision of the Board of Directors, organize and administrate the affairs of the FDAAGLA and activities of the officers, including presiding at meetings of the Board and representing to the public in the name of FDAAGLA.

Section 3. Secretary

The Secretary shall assist President with the routine work of FDAAGLA, and maintain corporate records of FDAAGLA, and prepare member and board meeting minutes.

Section 4. Treasurer

The Treasurer shall keep financial records of the FDAAGLA and report the budget balance at annual meetings.

Section 5. Absence of an elected officer

In the absence of an elected officer, another board member may be appointed by the President or a majority of Directors present at a board meeting to act as such officer of that meeting.

Section 6. Removal and Resignation

1. Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.
2. Any officers may resign at any time by giving written notice to FDAAGLA. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws of FDAAGLA for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

ARTICLE VI. GENERAL PROVISIONS

Section 1. Fiscal Year

The fiscal year of FDAAGLA shall be the calendar year unless otherwise fixed by the Board.

Section 2. Endorsement of Documents; Contracts

Subject to the provisions of applicable laws, rules and regulations, and the Articles and Bylaws of FDAAGLA, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing must be signed by any two of the following officers of FDAAGLA, including the Chairperson of the Board, the President, any Vice president, the Secretary, and the Chief Financial Officer.  Any such instruments may be signed by any other persons and in such manners as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind FDAAGLA by any contractor engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 3. Amendments

Subject to any provisions of laws/rules/regulations applicable to the amendment of Articles and Bylaws of mutual benefit nonprofit associations, the Articles and Bylaws of this Association may be altered, amended, repealed, or new Articles or Bylaws adopted by approval of a simple majority of the Board of Directors first, and ratified by the simple majority of association members at the annual meeting.

Section 4. Indemnification

FDAAGLA shall, to the maximum extent permitted by the Law, indemnify and hold harmless each of its directors and officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was a director or officer of FDAAGLA, and shall advance to such director or officer expenses, including legal expenses, incurred in defending any such proceeding to the maximum extent permitted by applicable laws.

For purpose of this Section 4, a “director†or “officer†of FDAAGLA includes any person who is or was a director or officer of FDAAGLA, or is or was serving at the request of FDAAGLA as a director or officer of another corporation or other enterprise. The Board may, in its discretion, provide by resolution for such indemnification of, or advance of expenses to, other agents of FDAAGLA, and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under applicable laws.

Current version adopted by action of the Board of Directors at a regular meeting on December 4, 2019.